The Supreme Court announced on Thursday that it will hear Amazon's appeal against a Delhi High Court ruling that stayed a single-order judge's and cleared the way for the multibillion-dollar merger of Future Retail Ltd (FRL) and Reliance Retail.

Senior counsel Harish Salve, standing for the Future group, informed a panel of Justices RF Nariman, KM Joseph, and BR Gavai that a Singapore tribunal will begin hearing on the subject on July 12 and urged that the appeals be deferred for a week.

Senior advocate Gopal Subramanian, representing the e-commerce behemoth, said he had no objection to the hearing of the appeal being postponed for a week because they will be busy before the tribunal the following week.

The matter was subsequently rescheduled for a hearing on July 20. The Supreme Court has instructed the National Company Law Tribunal (NCLT) not to issue a final ruling on the merger on February 22. The Future group has petitioned the judiciary for regulatory approval of the Rs 24,713 crore Reliance acquisition.

Amazon appealed to the Supreme Court against a Delhi High Court division bench judgment that cleared the path for the Reliance-FRL merger. The single judge's order to FRL and several statutory entities to maintain the status quo on the mega-deal was delayed on February 8 by the division bench.

The interim order was issued in response to FRL's appeal of the sole judge's February 2 order. Amazon's bid to hold its order in limbo for a week so it may investigate alternative remedies was also denied by the high court division bench.

Future has agreed to sell its retail, wholesale, logistics, and storage businesses to Reliance in August of last year. Following that, Amazon filed an emergency arbitration case against FRL with the Singapore International Arbitration Centre (SIAC) over an alleged contract breach by the Future group.

Amazon has originally filed a petition in the high court (single judge) seeking enforcement of SIAC's Emergency Arbitrator (EA) ruling preventing FRL from proceeding with its Rs 24,713 crore contract with Reliance Retail on October 25, 2020.

The single judge ruling was stayed by the high court division bench because FRL was not a party to the share subscription agreement (SSA) between Amazon and Future Coupons Pvt Ltd (FCPL), and Amazon was not a party to the arrangement between FRL and Reliance Retail.

It had also stated that the shareholding agreement (SHA) between FRL and FCPL, the shareholder agreement (SSA) between FCPL and Amazon, and the arrangement between FRL and Reliance Retail "are different" and that "the group of companies concept cannot be invoked."

Another rationale for the court's temporary ruling was that there was no basis to seek a status quo injunction before the single judge, according to the court. The high court had stated that there were numerous contested points in the case and that it would not rule on them at this time.

It also stated that its findings were merely preliminary and that the single judge should not be swayed by them while deciding on Amazon's request for SIAC to enforce the EA award, preventing FRL from proceeding with the deal.

FRL had claimed in its appeal that if the February 2 ruling was not stayed, it would be "an absolute disaster" for it because the NCLT's approval of the merger scheme had been placed on hold.

It argued that the single judge's status quo ruling would effectively derail the entire program, which had already been approved by statutory authorities in conformity with the law.

Amazon has asked the single judge overseeing the enforcement of the EA award to prevent FRL from completing the transaction with firms affiliated with the Mukesh Dhirubhai Ambani (MDA) Group.

For alleged "wilful disobedience" of the EA order, Amazon has also requested the incarceration of the Biyanis, directors of FCPL and FRL, and other linked persons in civil prison, as well as the attachment of their property.

Amazon wrote to the Securities and Exchange Board of India (Sebi), stock exchanges, and the CCI after the SIAC's EA order, encouraging them to consider the arbitrator's interim judgement because it is a binding order.

FRL then asked the high court to stop Amazon from informing Sebi, CCI, and other regulators about SIAC's order, claiming that doing so would be infringing on the Reliance-Amazon agreement.

On December 21, last year, a single judge granted an interim order enabling Amazon to write to the statutory authorities in response to FRL's request but noted that the US e-commerce giant's attempt to control Future Retail appeared to be in violation of FEMA and FDI laws on the surface.

Against the ruling, Amazon filed an appeal with a division bench, and while the appeal was pending, it initiated a lawsuit to enforce the EA award.

(Source: New Indian Express)
(Image Credits: Market Feed)